exhibit101.htm


    

      Exhibit
10.1

      


      


                                  
Orion Marine Group, Inc.

                                  Non-employees
Director Compensation

      


      On May
22, 2008, the Orion Marine Group, Inc. (“Company”) Board of Directors adopted
the annual non-employee director compensation program (effective beginning in
and for 2008) summarized below:

      


      
        	
                A.  

              	
                Board of
      Directors

              


      

      


      
        	
                1.  

              	
                Cash
      Compensation

              


      

      
        	
                a.  

              	
                Annual
      Retainer: $35,000 (increase of
$5000).

              


      

      
        	
                b.  

              	
                Additional
      Chairman Retainer:  $25,000 (increase of
    $10,000).

              


      

      
        	
                c.  

              	
                Meeting
      Fee: $1,000 per regular meeting; no separate compensation for special
      meetings (unchanged).

              


      

      
        	
                d.  

              	
                Reimbursement
      of travel and related business expenses
  (unchanged).

              


      

      


      
        	
                2.  

              	
                Equity
      Compensation

              


      

      
        	
                a.  

              	
                At
      the particular director’s option, annual grants to each director of
      Company restricted stock or stock options with an economic value of
      $35,000 at the time of grant to each
director.

              


      

      
        	
                b.  

              	
                Previously,
      there was not a program of periodic equity grants to
      directors.

              


      

      
        	
                c.  

              	
                Grants
      for 2008 will occur in early September
2008.

              


      

      


      
        	
                B.  

              	
                Audit
      Committee

              


      

      


      
        	
                1.  

              	
                Chair
      Annual Retainer: $12,500 (increase of
$2,500).

              


      

      
        	
                2.  

              	
                Member
      Annual Retainer: $ 7,000
(unchanged).

              


      

      
        	
                3.  

              	
                Meeting
      Fee: $1,000 per regular meeting; no separate compensation for special
      meetings (unchanged).

              


      

      


      
        	
                C.  

              	
                Compensation
      Committee

              


      

      


      
        	
                1.  

              	
                Chair
      Annual Retainer: $7,000 (previously, no separate
  retainer).

              


      

      
        	
                2.  

              	
                Member
      Annual Retainer: $5,000
(unchanged).

              


      

      
        	
                3.  

              	
                Meeting
      Fee: $1,000 per regular meeting; no separate compensation for special
      meetings (unchanged).

              


      

      


      
        	
                D.  

              	
                Nominating &
      Governance Committee

              


      

      


      
        	
                1.  

              	
                Chair
      Annual Retainer: $7,000 (previously, no separate
  retainer).

              


      

      
        	
                2.  

              	
                Member
      Annual Retainer: $5,000 (previously, no
  retainer).

              


      

      
        	
                3.  

              	
                Meeting
      Fee: $1,000 per regular meeting; no separate compensation for special
      meetings (previously, no
payment).